ENVIRONMENT AND HEALTH AND SAFETY. 30.1 The definitions in this paragraph apply in this Agreement. 30.1.1 pollution or contamination of the Environment; 30.1.2 the generation, presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of Hazardous Substances or Waste; 30.1.3 the exposure of any person to Hazardous Substances or Waste; 30.1.4 the health and safety of any person, including any accidents, injuries, illnesses and diseases; 30.1.5 the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact on the Environment; or 30.1.6 the condition, protection, maintenance, remediation, reinstatement, restoration or replacement of the Environment or any part of it. or below the ground), water, land, and any ecological systems and living organisms (including humans) supported by those media. 30.2 The Company has obtained and complied at all material times with all EHS Permits. 30.3 The Company has at all material times operated in compliance with all EHS Laws and so far as the Sellers are aware there are no facts or circumstances that may lead to any breach of or liability under any EHS Laws or any claim or liability in respect of EHS Matters. 30.4 During the Company’s occupation of the Property and so far as the Sellers are aware no Hazardous Substances have been emitted from the Property. 30.5 So far as the Sellers are aware the landlord of the Property has not notified the Company of the landlord’s intention to store Hazardous Substances or Waste at the Property. 30.6 The Company has not ever been required to hold, or have ever applied for, a waste disposal licence, a waste management licence or an environmental permit for waste operations under any EHS Laws. 30.7 Up to date copies of all: 30.7.1 environmental and health and safety policy statements; 30.7.2 records of accidents, illnesses and reportable diseases; 30.7.3 copies or details of all Waste disposal contracts, relating to the Business or the Property have been Disclosed and all such statements, reports, records, correspondence and other information are complete and accurate. 30.8 The Company does not have, nor is it likely to have, any actual or potential liability under any EHS Laws by reason of having occupied or used any land or buildings other than the Property and the Serviced Office.
Appears in 1 contract
Samples: Share Purchase Agreement
ENVIRONMENT AND HEALTH AND SAFETY. 30.1 The definitions in this paragraph apply in this Agreement.
30.1.1 pollution or contamination of the Environment;
30.1.2 the generation, presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of Hazardous Substances or Waste;
30.1.3 the exposure of any person to Hazardous Substances or Waste;
30.1.4 the health and safety of any person, including any accidents, injuries, illnesses and diseases;
30.1.5 the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact on the Environment; or
30.1.6 the condition, protection, maintenance, remediation, reinstatement, restoration or replacement of the Environment or any part of it. or below the ground), water, land, and any ecological systems and living organisms (including humans) supported by those media.
30.2 29.1 The Company has and the Subsidiaries have obtained and complied at all material times with all EHS Permits. All EHS Permits are in full force and effect, and so far as the Sellers are aware there are no facts or circumstances that may lead to the revocation, suspension, variation or non-renewal of, or the inability to transfer, any EHS Permits.
30.3 29.2 The Company has and the Subsidiaries have at all material times operated in compliance with all EHS Laws in force from time to time and so far as the Sellers are aware there are no facts or circumstances that may lead to any breach of or liability under any EHS Laws or any claim or liability in respect of EHS Matters.
30.4 During the Company’s occupation 29.3 All information provided by or on behalf of the Company or any of its Subsidiaries to any relevant enforcement authority, and all records and data required to be maintained by the Company or any of its Subsidiaries under the provisions of any EHS Laws, are complete and accurate.
29.4 There are no Hazardous Substances at, on or under, nor have any Hazardous Substances been emitted, escaped or migrated from, any of the Properties or from any vessel or vehicle owned or used by the Company or any of its Subsidiaries.
29.5 Other than in relation to the Hamburg Property and the property known as the Drapetsona plot, Piraeus, there are, and have been, no landfills, underground storage tanks, or uncontained or unlined storage treatment or disposal areas for Hazardous Substances or Waste (whether permitted by EHS Laws or otherwise) present or carried out at, on or under any of the Properties or within 200 metres of any of the Properties, and so far as the Sellers are aware no Hazardous Substances such operations are proposed.
29.6 There have been emitted no claims, investigations, prosecutions or other proceedings against or threatened against the Company, any of the Subsidiaries or any of their respective directors, officers or employees in respect of Harm arising from the Property.
30.5 So far as the Sellers are aware the landlord operation of the Property has not notified the Company of the landlord’s intention to store Hazardous Substances or Waste at the Property.
30.6 The Company has not ever been required to hold, or have ever applied for, a waste disposal licence, a waste management licence or an environmental permit for waste operations under any EHS Laws.
30.7 Up to date copies of all:
30.7.1 environmental and health and safety policy statements;
30.7.2 records of accidents, illnesses and reportable diseases;
30.7.3 copies or details of all Waste disposal contracts, relating to the Business or occupation of any of the Property Properties or for any breach or alleged breach of any EHS Permits or EHS Laws, and there are no facts or circumstances that may lead to any such claims, investigations, prosecutions or other proceedings. At no time have any of the Sellers, the Company or any of the Subsidiaries received any notice, communication or information alleging any liability in relation to any EHS Matters or that any remediation works are required.
29.7 Neither the Seller, Company nor any of its Subsidiaries has received any enforcement, prohibition, stop, remediation, improvement or any other notice from, or been subject to any civil sanction imposed by, any enforcement authority with regard to any breach of EHS Laws in respect of the Business, the Company or any of its Subsidiaries or any of the Properties.
29.8 The Company and the Subsidiaries have adequate employers' liability and public liability insurance cover in respect of the Business and the Properties and no claims have been Disclosed and all such statements, reports, records, correspondence and other information made or are complete and accurate.
30.8 The Company does not have, nor is it likely to have, any actual or potential liability contemplated under any EHS Laws by reason of having occupied or used any land or buildings other than the Property and the Serviced Officesuch insurance.
Appears in 1 contract
Samples: Share Purchase Agreement (Aegean Marine Petroleum Network Inc.)
ENVIRONMENT AND HEALTH AND SAFETY. 30.1 20.1 The definitions in this paragraph apply in this Agreement.
30.1.1 pollution or contamination of the Environment;
30.1.2 the generation, presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of Hazardous Substances or Waste;
30.1.3 the exposure of any person to Hazardous Substances or Waste;
30.1.4 the health and safety of any person, including any accidents, injuries, illnesses and diseases;
30.1.5 the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact on the Environment; or
30.1.6 the condition, protection, maintenance, remediation, reinstatement, restoration or replacement of the Environment or any part of it. or below the ground), water, land, and any ecological systems and living organisms (including humans) supported by those media.
30.2 The Group Company has obtained and has complied at all material times with all EHS Permits. All EHS Permits are in full force and effect, and there are no facts or circumstances that may lead to the revocation, suspension, variation or non-renewal of, or the inability to transfer, any EHS Permits, or which would prevent compliance with any EHS Permit. There are no conditions in any EHS Permit and no facts or circumstances in relation to any EHS Permit which are likely to require any material expenditure in order for the carrying on of the Business in compliance with the EHS Permits.
30.3 20.2 The Group Company has at all material times operated in compliance with all EHS Laws and so far as the Sellers are aware there are no facts or circumstances that may lead to any breach of or liability under any EHS Laws or any claim or liability in respect of EHS Matters, or which are likely to require any material expenditure in order for the carrying on of the Business in compliance with EHS Laws.
30.4 During the Company’s occupation 20.3 There are no Hazardous Substances at, on or under, nor have any Hazardous Substances been emitted, escaped or migrated from, any of the Property Properties.
20.4 There are, and have been, no landfills, underground storage tanks, or uncontained or unlined storage treatment or disposal areas for Hazardous Substances or Waste (whether permitted by EHS Laws or otherwise) present or carried out at, on or under any of the Properties or within 200 metres of any of the Properties, and so far as the Beneficial Owners and the Sellers are aware no Hazardous Substances have been emitted from the Propertysuch operations are proposed.
30.5 So far as the Sellers are aware the landlord of the Property has 20.5 The Group Company is not notified the Company of the landlord’s intention to store Hazardous Substances or Waste at the Property.
30.6 The Company has not ever been required to hold, or have nor has ever applied for, a waste disposal licence, a waste management licence or an environmental permit for waste operations under any EHS Laws.
30.7 Up 20.6 There has been no claims, investigations, prosecutions or other proceedings against or threatened against the Sellers, the Group Company, or any of their respective directors, officers or employees in respect of Harm arising from the operation of the business or occupation of any of the Properties or for any breach or alleged breach of any EHS Permits or EHS Laws, and there are no facts or circumstances that may lead to date copies of all:
30.7.1 environmental and health and safety policy statements;
30.7.2 records of accidentsany such claims, illnesses and reportable diseases;
30.7.3 copies investigations, prosecutions or details of all Waste disposal contractsother proceedings. At no time has the Sellers, relating the Group Company received any notice, communication or information alleging any liability in relation to the Business any EHS Matters or the Property have been Disclosed and all such statements, reports, records, correspondence and other information that any works are complete and accuraterequired.
30.8 20.7 The Sellers and the Group Company does have not havereceived any enforcement, nor prohibition, stop, remediation, improvement or any other notice from, or been subject to any civil sanction imposed by, any enforcement authority, with regards to any EHS Matters or any breach of EHS Laws in respect of the Group Company.
20.8 The Group has not or is it not likely to have, have any actual or potential liability under any EHS Laws by reason Laws.
20.9 The Group has not given or received any warranties or indemnities or entered into any other agreement in respect of having occupied any liabilities, duties or used any land or buildings other than the Property and the Serviced Officeobligations that arise under EHS Laws.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (China Natural Resources Inc)
ENVIRONMENT AND HEALTH AND SAFETY. 30.1 28.1. The definitions in this paragraph apply in this Agreement.
30.1.1 agreement. 1 pollution or contamination of the Environment;
30.1.2 ; 2 the generation, presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of Hazardous Substances or Waste;
30.1.3 ; 3 the exposure of any person to Hazardous Substances or Waste;
30.1.4 ; 4 the health and safety of any person, including any accidents, injuries, illnesses and diseases;
30.1.5 ; 5 the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact on the Environment; or
30.1.6 and/or 6 the condition, protection, maintenance, remediation, reinstatement, restoration or replacement of the Environment or any part of it. or below the ground), water, land, and any ecological systems and living organisms (including humans) supported by those media.
30.2 28.2. The Company has obtained and materially complied at all material times with all EHS Permits. All EHS Permits are in full force and effect and, so far as the Warrantors are aware, there are no facts or circumstances that may lead to the revocation, suspension, variation or non-renewal of or the inability to transfer any EHS Permits.
30.3 28.3. The Company has at all material times operated in material compliance with all EHS Laws and and, so far as the Sellers Warrantors are aware aware, there are no facts or circumstances that may lead to any breach of or liability under any EHS Laws or any claim or liability in respect of EHS Matters.
30.4 During the Company’s occupation of the Property and so 28.4. So far as the Sellers Warrantors are aware aware, there are no Hazardous Substances at, on or under, nor have any Hazardous Substances been emitted from emitted, escaped or migrated from, the Property since the Company commenced occupation of the Property.
30.5 28.5. So far as the Sellers Warrantors are aware aware, the landlord of the Property has not notified the Company of the landlord’s intention to store Hazardous Substances or Waste at the Property.
30.6 The Company has not ever been required to hold, or have ever applied for, a waste disposal licence, a waste management licence or an environmental permit for waste operations under any EHS Laws.
30.7 Up to date copies of all:
30.7.1 environmental and health and safety policy statements;
30.7.2 records of accidents, illnesses and reportable diseases;
30.7.3 copies or details of all Waste disposal contracts, relating to the Business or the Property have been Disclosed and all such statements, reports, records, correspondence and other information are complete and accurate.
30.8 The Company does not have, nor is it likely to have, have any actual or potential liability under any EHS Laws by reason in respect of having occupied any Previously- owned Land and Buildings.
28.6. The Company has not given or used received any land warranties or buildings indemnities or any other than the Property and the Serviced Officeagreement in respect of any liabilities, duties or obligations that arise under EHS Laws.
Appears in 1 contract
Samples: Share Purchase Agreement
ENVIRONMENT AND HEALTH AND SAFETY. 30.1 (a) The definitions in this paragraph apply in this Agreement.
30.1.1 pollution or contamination of the Environment;
30.1.2 the generation, presence, disposal, release, spillage, deposit, escape, discharge, leak, migration or emission of Hazardous Substances or Waste;
30.1.3 the exposure of any person to Hazardous Substances or Waste;
30.1.4 the health and safety of any person, including any accidents, injuries, illnesses and diseases;
30.1.5 the creation or existence of any noise, vibration, odour, radiation, common law or statutory nuisance or other adverse impact Buyer agrees that it may only rely on the Environment; or
30.1.6 the condition, protection, maintenance, remediation, reinstatement, restoration or replacement Warranties contained in paragraph 2.22 of Appendix B (Environment and Health and Safety) to bring a claim for indemnification in respect of anything to do with the Environment or any part breach of it. or below the ground), water, land, Environmental and any ecological systems Health and living organisms (including humans) supported by those mediaSafety Laws.
30.2 (b) The Company has obtained and complied at all material times with all EHS Permits.
30.3 The Company has at all material times operated in compliance during the period of the Seller's ownership of the Company complied with all EHS Laws Environmental and Health and Safety Permits, all Environmental and Health and Safety Permits are in full force and effect, and, so far as the Sellers are aware Seller is aware, there are no facts or circumstances that may lead to the revocation, suspension, variation or non- renewal of any Environmental and Health and Safety Permits.
(c) So far as the Seller is aware, the Company has at all times complied with all Environmental and Health and Safety Laws and, so far as the Seller is aware, there are no facts or circumstances which may lead to any breach of or liability under any EHS Environmental and Health and Safety Laws.
(d) During the period of the Seller's ownership of the Company, all information provided by or on behalf of the Company to any relevant enforcement authority and all records and data required to be maintained by the Company under the provisions of any Environmental and Health and Safety Laws are complete and accurate.
(e) So far as the Seller is aware, there are no Hazardous Substances at, on or under, nor have any Hazardous Substances been emitted, escaped or migrated from, the Property.
(f) So far as the Seller is aware, there are, and have been, no landfills, underground storage tanks or mining operations, uncontained or unlined storage treatment or disposal areas for Hazardous Substances or Waste (whether permitted by Environmental and Health and Safety Laws or otherwise) present or carried out at, on or under the Property or within 200 metres of the Property. There are no polychlorinated biphenyls or asbestos containing materials at, on or under the Property.
(g) During the period of the Seller's ownership of the Company, there have been no claims, investigations, prosecutions or other proceedings against or threatened against the Company or any claim of its respective directors, officers or liability employees in respect of EHS Matters.
30.4 During Harm arising from the Company’s operation of the Business or occupation of the Property or for any breach or alleged breach of any Environmental and Health and Safety Permits, Environmental and Health and Safety Laws and so far as the Sellers Seller is aware there are aware no Hazardous Substances have been emitted from facts or circumstances which may lead to any such claims, investigations, prosecutions or other proceedings. At no time, during the Propertyperiod of the Seller's ownership of the Company, has the Company received any notice, communication or information alleging any liability in relation to any Environmental and Health and Safety Matters or that any works are required.
30.5 (h) During the period of the Seller's ownership of the Company, the Company has not received any enforcement, prohibition, stop, remediation, improvement or any other notice from any enforcement authority, including the Environment Agency, the Health and Safety Executive and the relevant local authority, with regard to any breach or alleged breach of any Environmental and Health and Safety Laws.
(i) So far as the Sellers are aware the landlord of the Property has not notified Seller is aware, the Company has no actual or potential liability under any Environmental and Health and Safety Laws by reason of the landlord’s intention to store Hazardous Substances it having owned, occupied or Waste at the Propertyused any Previously-owned Land and Buildings.
30.6 (j) The Company has not ever adequate employers' liability and public liability insurance cover in respect of the Business and the Property. No claims have been required to hold, made or have ever applied for, a waste disposal licence, a waste management licence or an environmental permit for waste operations are contemplated under any EHS Lawssuch insurance cover.
30.7 Up to date copies (k) Copies of all:
30.7.1 (i) current Environmental and Health and Safety Permits;
(ii) environmental and health and safety policy statements;
30.7.2 (iii) reports commissioned by the Company in respect of environmental and health and safety audits, investigations or other assessments;
(iv) records of accidents, illnesses and reportable diseases;
30.7.3 (v) assessments of substances hazardous to health;
(vi) correspondence between the Company and any relevant enforcement authority during the Seller's period of ownership of the Company; and
(vii) copies or details of all Waste waste disposal contracts, contracts relating to the Business or the Property have been Disclosed and all such statements, reports, records, correspondence and other information are complete and accuratedisclosed to the Buyer.
30.8 The (l) During the period of the Seller's ownership of the Company, the Company does has not havegiven or received any warranties or indemnities in respect of (or have otherwise attempted to apportion) any liabilities, nor duties or obligations that arise under Environmental and Health and Safety Laws.
(m) So far as the Seller is it likely to haveaware, any actual or potential liability under any EHS Laws by reason the Company has at all times materially complied with the requirements of having occupied or used any land or buildings other than the:
(i) Producer Responsibility (Packaging Waste) Regulations 2007;
(ii) Waste Electrical and Electronic Equipment Regulations 2006; and
(iii) Restriction of the Property Use of Certain Hazardous Substances in Electrical and the Serviced OfficeElectronic Equipment Regulations 2008.
Appears in 1 contract
